TRADING SYMBOL: EAM - TSXVenture
12G EXEMPTION No. 82-2647
VANCOUVER, Jan. 30 /CNW/ - Ecstall Mining Corporation (TSX Venture: EAM) ("Ecstall" or the "Company") announces that it has reached an agreement with Mantle Resources Inc. (TSX Venture: MTS) pursuant to which Ecstall has agreed to support a revised take-over bid made by Mantle to acquire all of the outstanding shares of Ecstall.
Under a Support Agreement entered into January 29, 2007, Mantle has agreed to increase its outstanding offer from 0.40 of a Mantle Share for each Ecstall Share to 0.41 of a Mantle Share for each Ecstall Share and to extend the expiry date of its Offer to 11:59 p.m. (Vancouver time) Friday, February 9, 2007. If Mantle's revised offer is successful, Ecstall also intends to transfer at their book value certain non-core gold exploration properties to a new company to be formed by Mr. Chris Graf, the CEO of Ecstall, in trust for the benefit of the Ecstall shareholders.
The board of directors of Ecstall has determined that the revised offer is fair to Ecstall's shareholders and is in the best interests of Ecstall and its shareholders and accordingly has agreed to recommend acceptance of Mantle's revised offer. Westwind Partners Inc., financial advisors to Ecstall, has provided an opinion to the board of Ecstall that the revised offer is fair, from a financial point of view, to the shareholders of Ecstall.
Under the Support Agreement, Ecstall has agreed to cease soliciting other offers, subject to a limited right to consider an unsolicited offer that is a superior proposal, subject to Mantle's right to match any such offer.
Concurrently with entering into the Support Agreement, the directors of Ecstall, including Messrs. Chris Graf and Clifford Frame, have entered into agreements to tender their shares under and to support the offer.
Ecstall has also terminated its Shareholder Rights Plan effective as of the expiry of Mantle's offer. A Notice of Variation and Extension of Mantle's offer and a Notice of Change to Ecstall's Directors' Circular providing further details regarding the above will be mailed to all Ecstall shareholders shortly.
Ecstall shareholders who have already tendered to Mantle's outstanding offer do not need to take any further action to accept and receive the additional consideration offered under Mantle's revised offer.
For further information about the offer, Ecstall shareholders should contact Georgeson Shareholder Communications Canada Inc., the information agent under the offer, toll-free at 1-866-568-7419.
About Ecstall Mining Corporation
Ecstall is a Vancouver based mineral exploration and development company that has been listed on the TSX-Venture Exchange since 1989 and trades under the symbol "EAM". Ecstall's exploration and property acquisition efforts are focused on polymetallic massive sulphide targets (VMS copper-zinc-gold and Sedex zinc-lead-silver) in British Columbia and Alberta, as well as four advanced gold projects in the Eskay Creek and South Okanagan areas of British Columbia. Ecstall has an extensive portfolio of mineral properties, including the Akie sedex zinc deposit, the adjacent Pie and Yuen sedex zinc projects and about 60 km of other claims located along the prospective Gunsteel shale within the Kechika Trough Zinc District of northern British Columbia.
ON BEHALF OF THE BOARD OF DIRECTORS
ECSTALL MINING CORPORATION
"CHRIS GRAF"
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CHRIS GRAF P.ENG.,
CHAIRMAN, PRESIDENT AND CEO
Caution Regarding Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements or forward-looking information under applicable Canadian securities legislation and are prospective in nature. These statements are related to future events. All statements other than statements of historical fact may be forward-looking statements or forward-looking information. Forward-looking statements or forward-looking information are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions and the negative of such expressions. Statements concerning resource estimates also may be deemed to be forward-looking statements or forward-looking information in that they involve predictions of the mineralizations that will be encountered if and when a deposit is developed and mined. Forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements or forward-looking information. Forward-looking statements and forward-looking information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements or forward-looking information including, without limitation: whether competing bids for Ecstall or other transactions emerge; whether the conditions of any proposed transaction are met; uncertainty of production at Ecstall's mineral exploration properties; risks related to Ecstall's ability to commence production and generate material revenues or obtain adequate financing for its planned exploration and development activities; uncertainty of capital costs, operating costs, production and economic returns; risks related to Ecstall's ability to finance the development of its mineral properties; permitting risks and the need for government cooperation in the development of the Akie property, as well as other properties; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of Ecstall's mineral deposits; commodity price fluctuations and general economic conditions; risks related to governmental regulations, including environmental regulations; Ecstall's ability to attract and retain qualified management; mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in production; uncertainty related to unsettled aboriginal rights and title in British Columbia; uncertainty related to title to Ecstall's mineral properties; Ecstall's history of losses and expectation of future losses; and increased competition in the mining industry.
The Board of Directors believes that the expectations reflected in those forward-looking statements or forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements or forward-looking information should not be unduly relied upon. These statements speak only as of the date of this press release. The Board of Directors does not intend, and does not assume any obligations, to update these forward-looking statements or forward-looking information, except as required by law.
The TSX Venture Exchange has neither approved nor disapproved the
contents of this press release.